Telefónica Deutschland

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1 Telefónica Deutschland Investor Presentation September 2013, Investor Relations Public Nicht vertraulich

2 Disclaimer The financial information contained in this document (in general prepared under International Financial Reporting Standards (IFRS)) contains in respect of the results for the January-June 2013 period only preliminary numbers. The financial information and opinions contained in this document are unaudited and are subject to change without notice. None of the company, its subsidiaries or affiliates or by any of its officers, directors, employees, advisors, representatives or agents shall be liable whatsoever for any loss however arising, directly or indirectly, from any use of this document its content or otherwise arising in connection with this document. This document contains statements that constitute forward-looking statements and expectations about (in the following the Company or Telefónica Deutschland ) that reflect the current views and assumptions of Telefónica Deutschland's management with respect to future events, including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations which may refer, among others, to the intent, belief or current prospects of the customer base, estimates regarding, among others, future growth in the different business lines and the global business, market share, financial results and other aspects of the activity and situation relating to the Company. Forward-looking statements are based on current plans, estimates and projections. The forward-looking statements in this document can be identified, in some instances, by the use of words such as "expects", "anticipates", "intends", "believes", and similar language or the negative thereof or by forward-looking nature of discussions of strategy, plans or intentions. Such forward-looking statements, by their nature, are not guarantees of future performance and are subject to risks and uncertainties, most of which are difficult to predict and generally beyond Telefónica Deutschland's control, and other important factors that could cause actual developments or results to materially differ from those expressed in or implied by the Company's forward-looking statements. These risks and uncertainties include those discussed or identified in fuller disclosure documents filed by Telefónica Deutschland with the relevant Securities Markets Regulators, and in particular, with the German Market Regulator (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin). The Company can offer no assurance that its expectations or targets will be achieved. Analysts and investors, and any other person or entity that may need to take decisions, or prepare or release opinions about the shares / securities issued by the Company, are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date of this document, and shall take into account that the numbers published are only preliminary. Past performance cannot be relied upon as a guide to future performance. Except as required by applicable law, Telefónica Deutschland undertakes no obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events and circumstances after the date of this presentation, including, without limitation, changes in Telefónica Deutschland s business or acquisition strategy or to reflect the occurrence of unanticipated events. This document contains summarized information or information that has not been audited. In this sense, this information is subject to, and must be read in conjunction with, all other publicly available information, including if it is necessary, any fuller disclosure document published by Telefónica Deutschland. Finally, it is stated that neither this presentation nor any of the information contained herein constitutes an offer of purchase, subscribe, sale or exchange, nor a request for an offer of purchase, subscription, sale or exchange of shares / securities of the Company, or any advice or recommendation with respect to such shares / securities. This document or a part of it shall not form the basis of or relied upon in connection with any contract or commitment whatsoever. These written materials are especially not an offer of securities for sale in the United States, Canada, Australia, South Africa and Japan. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption therefrom. The issuer or selling security holder has not and does not intend to register any securities under the US Securities Act of 1933, as amended, and does not intend to offer any securities in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. 2 Public Nicht vertraulich

3 01 An attractive investment opportunity Public Nicht vertraulich

4 The right assets in place to deliver sustainable growth Ongoing transformation into a Digital Telco Innovative, challenger mindset Successful mobile data strategy Challenger mentality with a track record of innovations in the market Highly satisfied customer base #3 integrated telecom player in Germany 1 More than 25.3 million accesses 2 c.eur 5.2 billion revenues and c.eur 1.28 billion OIBDA in 2012 The right assets in place to deliver growth Multi-brand portfolio built around a strong O 2 core brand to address all market segments Competitive, lean network infrastructure and strong spectrum position Longstanding partnership with Deutsche Telekom & benefits from being part of Telefónica Group Motivated workforce - continuous top rating in Great Place to Work Note: 1 Based on 2012 reported revenues 2 As of 30 June Public Nicht vertraulich

5 A challenger strategy, focused on mobile data We aim to outperform the mobile market and increase wireless service revenue market share while achieving further scale efficiencies Tomorrow Strategic priorities Today 3 rd integrated telecoms network operator 1 Capitalize on multi-brand portfolio & superior customer satisfaction Monetise data opportunity through innovative products, digital services and LTE Expand convergence strategy, increasing share of wallet and customer loyalty Seize the opportunity in the SoHo/SME & wholesale markets We are here to make our customers' lives easier We want to be at the centre of their digital life We will get there by being excellent in the basics Maintain competitive 3G & LTE networks Drive profitable growth & efficiency resulting in enhanced cash flow generation and surprisingly different where it matters 1 Based on 2012 reported revenues 5 Public Nicht vertraulich

6 German mobile market: a unique competitive space Secondary/partner brands, wholesale mobile and service providers account for a significant share of the German mobile market Total SIMs German mobile market (m) 1 14% Service Providers Service providers market share slightly decreasing Resellers hold a significant share in the German mobile market Freenet Group and Drillisch are the key remaining players Protected by regulator, i.e MNOs cannot acquire them >100 brands in the German market 61% MNOs (core brands only) 25% Secondary/partner brands/ wholesale mobile Wholesale mobile Secondary/ partner brands MNOs 1 Sources: a) Yankee, EMEA mobile carrier monitor b) Pyramid, Western Europe mobile data forecast pack 2Q 2013 Market share % 15.8% 34.7% 34.0% 2 in % of Mobile Service Revenues as reported by MNOs for Q2/ Public Nicht vertraulich

7 Stable and predictable regulatory environment LTE-800 licenses already awarded in 2010 Spectrum GSM spectrum licenses due Dec-2016: ongoing consultation until 4 th October 13 Ensure adequate broadband rollout (50 Mbps to 100% Germany in 2018), not to maximise proceeds from an auction 900 MHz extension (5 MHz/MNO) is to ensure adequate provision of basic GSM services Additional spectrum in 700 MHz band only available after WRC 1 and consent from 16 Federal States (current usage is Digital TV) No indications yet on timing, allocation procedure nor pricing MTR voice 2 German national regulator BNNetzA recently confirmed preliminary decision on mobile termination rates (MTR) Dec 1, 2012 Nov 30, 2013: EUR Dec 1, 2013 Nov 30, 2014: EUR Roaming EU regulation continues to lower roaming tariffs for voice, messaging and data Impact of regulation however mostly mitigated by innovative tariffs/product packages 1. World Radio Conference 2 Messaging not regulated 7 Public Nicht vertraulich

8 In summary A unique combination of a pure German telco, strong assets and cash flow generation 1 Single country operator with exposure to Europe's economic powerhouse 2 #3 integrated operator in one of Europe s largest and most attractive telco markets 3 Winning customer proposition centred around powerful brands and data services 4 Competitive network infrastructure and strong spectrum position 5 Benefits from Telefónica s global scale and expertise and long-term partnership with Deutsche Telekom 6 Strong track record of growth and cash flow generation supporting attractive shareholder returns 7 Highly accretive acquisition of E-Plus expected to be closed by mid Public Nicht vertraulich

9 02 Monetising data opportunity in all segments Public Nicht vertraulich

10 Strong track record of monetising mobile data Focus on execution based on a clear set of priorities Key levers for data monetisation Traffic vs Revenue performance 1 Drive data & smartphone penetration for new & existing customers Non-SMS data revenue (y-o-y%) Data traffic (y-o-y%) +21% +25% 2 Fit demand of customer base to volume & speed portfolio Q2 12 Q2 13 Improved ARPU from new portfolio 3 Data upselling / foster LTE adoption Weighted ARPU +9% O 2 Blue (2012) O 2 Blue All-in (2013) 10 Public Nicht vertraulich

11 Best value for money proposition in postpaid Dual volume/speed monetisation for smartphone-centric tariffs All-in tariffs comparison in the market Price EUR/month 100 Red Premium eplus VOD DT O 2 85 Red L Complete L Complete XL Complete XXL 55 Blue XL Complete M Red S Blue M All-in Blue S Red M Blue L All-in Plus Full LTE-speed available Tariff comparison based on SIM-only all-net flat offers from German MNO premium brands (source: websites). No temporary promotions are considered Data Allowance GB 11 Public Nicht vertraulich

12 Driving mobile data monetisation in prepaid Multi-brand approach to a growing data affine prepaid base Smartphone penetration Specific approach to prepaid O 2 Fonic +5%p +11%p Flexible relationship & allnet flat data bundles Increasing availability of mid-tier smartphones Upsell opportunity from rising demand for data through bolt-ons Q2 12 Q2 13 ARPU upside O 2 Fonic 1.5x 1.8x non-data user data user 12 Public Nicht vertraulich

13 We are ready for the next mobile data growth cycle Key drivers: premium positioning of LTE services & new smartphones O 2 is just in time for the LTE take-off in Germany All German cities across main metropolitan areas turned into high speed areas Data-centric portfolios in all brands with premium LTE only available in O 2 core brand from 40/month New O 2 Blue All-in portfolio launch came with selected highend LTE-enabled smartphones Shipment of LTE-enabled devices and we already see some early indicators Q1 13 ~2x Q2 13 LTE-enabled devices were ca. 40% of total sales in Q2 13 Mid-range portfolio coming in H2 13 Encouraging market insights on LTE Evidences of increased data usage by 60-70% after migration to LTE 13 Public Nicht vertraulich

14 03 Operating and financial performance Public Nicht vertraulich

15 Rational competitive behaviour in an increasingly complex market place around 3G mobile data Increased activity in the channels Media shout around SIM only 20 all-in flats in the low-end of the market Selective and regional campaigns with strong investments/commissions Handset-centric offers & new online indirect channels while protecting future data growth levers Retention excellence / upselling mindset Improved devices and full-speed LTE retained by MNOs at premium price Two dimensional tariff structure: volume & speed Source: Companies websites 15 Public Nicht vertraulich

16 Trading performance in Q Consistent approach to a complex market, driving smartphone penetration in % Postpaid churn rate +0.1%p y-o-y 1.3% 60k postpaid net additions Market focus on retention and customer base Better customer mix from O 2 Blue All-in push Successful management of tariff migrations Q2 12 in k# Q3 12 Q4 12 Total access base +0.7% Q1 13 Postpaid 25,159 25,343 Prepaid Fixed, Broadband & IPTV 9,718 9,116 6,325 Q ,261 9,151 5,932 Q1 13 Smartphone penetration in % of O 2 Postpaid & Prepaid Customer Base Prepaid postpaid 67% 14% Q2 13 y-o-y +5.6% +0.4% (6.2%) +14%p y-o-y +5%p y-o-y 27k prepaid net additions Strong performance from secondary brands Adoption of new prepaid smartphone tariffs Improved smartphone penetration More affordable handsets & digital behaviour Prepaid opportunity driven by new tariff offers Stable retail DSL net disconnections (-40k) Continuous uptake of VDSL gross additions (28% of gross adds in VDSL available regions take speed option) Q2 12 Q3 12 Q4 12 Q1 13 Q Public Nicht vertraulich

17 Overview of key financials Top line pressures compensated by more efficient usage of resources January - June April - June In EUR million % y-o-y % y-o-y Revenues 2,445 2,554 (4.2) 1,216 1,295 (6.2) OIBDA (4.1) (7.2) OIBDA margin 23.4% 23.4% 0.0 p.p. 24.2% 24.5% (0.3 p.p.) Group fees (31) (32) (1.5) (16) (17) (8.0) OIBDA before group fees (4.0) (7.2) OIBDA before group fees margin 24.7% 24.6% 0.1 p.p. 25.5% 25.8% (0.3 p.p.) Capex Free Cash Flow 1) pre dividends from continuing operations n.m n.m. 1) Free Cash flow pre dividends defined as OpCF minus working capital minus interest payments and taxes minus other changes. In 2013 no discontinued operations did exist. 17 Public Nicht vertraulich

18 Continued dynamics in O 2 massmarket postpaid Tangible results from base management leveraging O 2 Blue All-in Q-o-Q absolute performance ex MTRs Main drivers for wireless service revenues % vs Q4-Q1-50% -40% -10% SMS i/c Q1 13 Trading Tariff migrations Base effects Seasonal effects Q2 13 Customer base management WSR Revenue structure ARPU dilution ( ) Tariff renewals (#) -33% High Mid Low +20% y-o-y Incoming voice Incoming SMS Out-of-Bundle 9% 7% 34% 7% 4% 24% In-Bundle 51% 64% Jan Jun Q2 12 Q2 13 Q2 12 Q Public Nicht vertraulich

19 Stable y-o-y OIBDA performance Revenues downside partly offset by cost savings OIBDA in EUR million (changes y-o-y) ,7 (-4,1%) Q1 Q2 OIBDA H Revenues Other income Supplies Personnel Other Expenses OIBDA H OIBDA margin in % 0.0%-p 23.4% 23.4% Group Fees as % of Revenue 1.2% 1.3% H H Public Nicht vertraulich

20 04 Acquisition of E-Plus by Telefónica Deutschland Public Nicht vertraulich

21 Transaction structure Recommended and approved by Boards of Directors and Supervisory Boards of Telefónica, Telefónica Deutschland and KPN Transaction summary Two step structure 1 Acquisition of E-Plus by Telefónica Deutschland for a combination of cash and a stake in the enlarged Telefónica Deutschland 3.7 bn of cash, financed through a rights issue, fully underwritten by Telefónica and a group of banks 24.9% stake in enlarged Telefónica Deutschland (after capital increase) 2 Telefónica subsequently will pay to KPN 1.3bn for: 4.4% stake in the enlarged Telefónica Deutschland Call option, exercisable in one year, for up to a further 2.9% stake from KPN. Telefónica may exercise its call option for up to 510m plus interest, or buy shares in the market. Pretransaction structure Intermediate structure Final ownership structure Telefónica Telefónica 76.8% Telefónica 62.1% + Call Option (up to 2.9%) 23.2% Telefónica Deutschland 4.4% Stake To Telefónica Public KPN 20.5% KPN Enlarged Telefónica Deutschland KPN E-Plus 100% Public Public 57.7% 24.9% 17.4% Enlarged Telefónica Deutschland 17.4% 21 Public Nicht vertraulich

22 1 Transaction rationale Creation of a Leading Digital Telco 1 A leading player with a combined mobile customer base of 43m, 42% postpaid Strong scale benefits with combined mobile revenue market share of 32% Driving mobile market growth in Germany since 2010 with complementary strategies Strong capabilities for mobile data monetisation 2 Unlocking significant synergies NPV of synergies of bn, net of taxes and integration costs Incremental value from additional revenues, financial and tax synergies Highly experienced management team with a proven track record of integration Enhanced profitability & FCF Creating a superior customer experience Value Creation for Telefónica Deutschland shareholders Net savings after integration costs from 2 nd year - 75% of run-rate synergies by 4 th year Free Cash Flow generation benefitting from increased scale Customers to benefit from high speed access platforms in mobile and fixed Strong multi-brand portfolio across segments Best distribution channel and outstanding customer service Offering broader range of solutions to business customers Convergence opportunity through cross-selling / up-selling opportunities Leveraging Telefónica s global capabilities: Digital innovation, scale,... Unlocks significant value for Telefónica Deutschland shareholders Increases financial flexibility (improving leverage) while maintaining an attractive shareholder remuneration EPS and FCF accretive from first year of full operation 2 1) Numbers based on 2012 reported results 2) Based on run-rate synergies before integration costs 22 Public Nicht vertraulich

23 Bottom-up approach to derive Synergies In EUR bn 70% 32% (16%) 14% Distribution & Customer Service Network 1.7 SG&A 0.6 Opex synergies Capex synergies Integration costs and other effects NPV of operating synergies Revenue & other synergies NPV of revenue & operating synergies Distribution & Customer Service Rationalisation of distribution network Increased efficiency in customer service costs leveraging best practices and scale Channel management and overheads Network Focused rollout on one common nationwide LTE network and improved quality from 3G network consolidation Backbone, backhaul and core network consolidation, with reduced OpEx from network integration (rentals, power, maintenance, transport costs, overheads) Site consolidation and rationalisation: reduction of around 14,000 sites Increased efficiency by leveraging scalable transmission agreement with Deutsche Telekom SG&A Reduced SG&A expenses Processes rationalisation Continued focus on becoming a more lean and agile organization Revenue & Other Exploit SME opportunity from a broader and higher quality platform Improved customer satisfaction High speed fixed broadband cross-selling opportunity across an enlarged customer base 23 Public Nicht vertraulich

24 Expected transaction timetable Telefónica Deutschland & KPN EGM Key milestones 23 July 2013 Signing of Agreement July/Aug 2013 Submission for regulatory clearance 21 Aug 2013 KPN convocation of EGM 26 Aug 2013 Irrevocable commitment from AMX to support transaction Mid 2014 Completion of merger Key approvals 2 Oct 2013 KPN EGM H Telefónica Deutschland EGM Q Regulatory approvals expected and other conditions cleared Regulatory approval of acquisition 24 Public Nicht vertraulich

25 Transaction Summary A natural strategic move for Telefónica Deutschland to create a Leading Digital Telco with focus on mobile data and LTE enhancement Germany is the largest mobile market in Europe and is the most advanced in data monetisation Significant value creation through bn NPV synergies crystallization Customers benefitting from improved quality of service Substantial value creation for Telefónica Deutschland shareholders Investing in future growth while improving financial flexibility Enhancing cash flow generation profile Accretive for Telefónica Deutschland EPS and FCF from year 1 (1) Increased execution certainty after unanimous KPN board approval and irrevocable commitment from AMX to vote in favour in KPN s EGM 1. Based on run-rate synergies before integration costs 25 Public Nicht vertraulich

26 For further questions please contact IR department Investor Relations Victor Garcia-Aranda, Head of Investor Relations Marion Polzer, Investor Relations Manager Pia Hildebrand, Investor Relations Office Coordinator Telephone: Public Nicht vertraulich

27 Public Nicht vertraulich

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